Exhibit 5(b).2.

                                                        THELEN REID & PRIEST LLP
                                                                Attorneys at Law
                                                        ------------------------

                                                                875 Third Avenue
                                                         New York, NY 10022-6225

                                                               Tel. 212.603.2000
                                                               Fax  212.603.2001

                                                              www.thelenreid.com

                                       September 30, 2003

FPL Group, Inc.
FPL Group Capital Inc
700 Universe Boulevard
Juno Beach, Florida 33408

Ladies and Gentlemen:

     As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"), and
FPL Group Capital Inc, a Florida corporation ("FPL Group Capital"), we have
participated in the preparation of or reviewed (1) Registration Statement Nos.
333-85218 and 333-85218-01 effective on April 24, 2002, which registration
statement was filed jointly by FPL Group and FPL Group Capital with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"); (2) Registration Statement Nos.
333-102173, 333-102173-01, 333-102173-02 and 333-102173-03, as amended, which
became effective on April 3, 2003, which registration statement was filed
jointly by FPL Group, FPL Group Capital, FPL Group Capital Trust I, and FPL
Group Capital Trust II with the Commission under the Securities Act; (3) the
combined prospectus dated April 3, 2003 forming a part of Registration Statement
Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03, as supplemented
by a prospectus supplement dated September 24, 2003 relating to $400,000,000
principal amount of Floating Rate Debentures, Series due March 30, 2005 and
$200,000,000 principal amount of 1 7/8% Debentures, Series due March 30, 2005
(collectively, the "Debentures"), issued under the Indenture (For Unsecured Debt
Securities), dated as of June 1, 1999 (the "Indenture"), from FPL Group Capital
to The Bank of New York, as Trustee ("Trustee"), which Debentures are
absolutely, irrevocably and unconditionally guaranteed (the "Guarantee") by FPL
Group pursuant to that Guarantee Agreement, dated as of June 1, 1999 (the
"Guarantee Agreement"), from FPL Group to The Bank of New York, as Guarantee
Trustee, both such prospectus and prospectus supplement filed pursuant to Rule
424(b) under the Securities Act; (4) the Indenture; (5) the Guarantee Agreement;
(6) the corporate proceedings of FPL Group Capital with respect to each
Registration Statement and the Debentures; (7) the corporate proceedings of FPL
Group with respect to each Registration Statement and the Guarantee; and (8)
such other corporate records, certificates and other documents (including a
receipt executed on behalf of FPL Group Capital acknowledging receipt of the
purchase price for the Debentures) and such questions of law as we have
considered necessary or appropriate for the purposes of this opinion.

     Based on the foregoing, we are of the opinion that the Debentures and the
Guarantee are legally issued, valid, and binding obligations of FPL Group
Capital and FPL Group, respectively, except as limited or affected by
bankruptcy, insolvency, reorganization, receivership, moratorium or other laws





FPL Group, Inc.
FPL Group Capital Inc
September 30, 2003
Page 2


affecting creditors' rights and remedies generally and general principles of
equity.

     In rendering the foregoing opinion, we have assumed that the certificates
representing the Debentures will conform to specimens examined by us and that
the Debentures will be duly authenticated by the Trustee under the Indenture and
that the signatures on all documents examined by us are genuine, assumptions
which we have not independently verified.

     We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 2 to Registration Statement Nos. 333-102173,
333-102173-01, 333-102173-02 and 333-102173-03.

     We are members of the New York Bar and this opinion is limited to the laws
of the State of New York and the federal laws of the United States insofar as
they bear on the matters covered hereby. As to all matters of Florida law, we
have relied, with your consent, upon the opinion of even date herewith rendered
to you by Steel Hector & Davis LLP, Miami, Florida. As to all matters of New
York law, Steel Hector & Davis LLP, is authorized to rely upon this opinion as
if it were addressed to it.

                                         Very truly yours,

                                         /s/ Thelen Reid & Priest LLP

                                         THELEN REID & PRIEST LLP